LANDRY’S RESTAURANTS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2010 • Landrys Restaurants Inc • Retail-eating places • New York
Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), is issuing and selling to the initial purchaser (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated April 23, 2010, by and among the Company, the Initial Purchaser and the guarantors named therein (the “Purchase Agreement”), $47,00,000 aggregate principal amount of 11 5/8% Senior Secured Notes due 2015 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
FIRST SUPPLEMENTAL INDENTURE Dated as of April 22, 2010 and effective as of November 30, 2009 among LANDRY’S RESTAURANTS, INC., THE GUARANTORS NAMED HEREIN, WILMINGTON TRUST FSB, as Trustee and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral AgentFirst Supplemental Indenture • May 10th, 2010 • Landrys Restaurants Inc • Retail-eating places • New York
This FIRST SUPPLEMENTAL INDENTURE is made and entered into as of April 22, 2010 and effective as of November 30, 2009 (the “Effective Date”) by and among LANDRY’S RESTAURANTS, INC., a Delaware corporation (the “Company”), the Guarantors named herein and WILMINGTON TRUST FSB, a Federal Savings bank, as successor trustee to Deutsche Bank Trust Company Americas (in such capacity, the “Trustee”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent. All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Indenture (as defined below).
LANDRY’S RESTAURANTS, INC. PURCHASE AGREEMENTPurchase Agreement • May 10th, 2010 • Landrys Restaurants Inc • Retail-eating places • New York
Landry’s Restaurants, Inc., a Delaware corporation (the “Company”), and each of the Guarantors (as hereinafter defined) hereby agree with you as follows:
AMENDMENT NUMBER ONE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 10th, 2010 • Landrys Restaurants Inc • Retail-eating places • New York
This AMENDMENT NUMBER ONE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of April 23, 2010, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (formerly known as Wells Fargo Foothill, LLC) (“WFCF”), as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), LANDRY’S RESTAURANTS, INC., a Delaware corporation (“Borrower”), and the Guarantors (as defined in the below-defined Credit Agreement).
